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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 5, 1998 (June 30, 1998)
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HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 1-8895 33-0091377
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation of Organization) File Number) Identification No.)
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4675 MacArthur Court, 9th Floor
Newport Beach, CA 92660
(Address of principal executive offices)
(949) 221-0600
(Registrant's telephone number, including area code)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 15, 1998 HEALTH CARE PROPERTY INVESTORS, INC.
(REGISTRANT)
/S/ James G. Reynolds
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James G. Reynolds
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/S/ Devasis Ghose
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Devasis Ghose
Senior Vice President-Finance and Treasurer
(Principal Accounting Officer)
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[DESCRIPTION] CONSENT OF INDEPENDENT ACCOUNTANTS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the previously filed Registration Statement (Nos. 33-66676,
333-29485, 333-67669 and 333-57163) of Health Care Property Investors, Inc. of
our report dated December 7, 1998, with respect to the Pro Forma Statements of
Operations of the Acquired Properties (as listed in Item 2 of the Current Report
on Form 8-K/A) included in the Current Report on Form 8-K/A Amendment No. 1
filed December 11, 1998, with the Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
Orange County, California
December 7, 1998
